autumn · 2008 ·

Helping Nonprofi ts Lease, Sell, Buy, and Develop Real Estate For nonprofi ts that do not regularly engage in real estate transactions, the language of brokers, lenders, appraisers, engineers, surveyors, architects – and their attorneys – may need translation. Lawyers Alliance staff and volunteer attorneys are available to advise nonprofi ts on real estate fi nancing, contracts, and other legal issues. This work includes property sale and acquisition; con- struction and permanent loan closings; low-income housing tax credit deals; architect, general contractor, and property management agreements; and joint ventures with nonprofi t and for-profi t entities. Purchasing Real Estate for Aff ordable Housing We can help organizations to develop affordable housing and to construct and rehabilitate supportive housing for special needs populations. Lawyers Alliance clients have created thousands of units of affordable housing with fi nancing from city, state, and federal agencies as well as equity from tax credit syndicators. Case Example: Lawyers Alliance and volunteer attorneys from Chadbourne & Parke LLP helped CAMBA Housing Ventures with the Morris Manor supportive housing project in Brooklyn by forming an affi liated corporation to hold title to the project, reviewing and negotiating construction loan documents, negotiating a partnership agreement with an equity investor, and reviewing title and survey work. Located on Flatbush Avenue, this project will provide 46 units of permanent aff ord- able housing for low-income individuals with psychiatric disabilities transitioning from shelters. The ribbon cutting ceremony will take place on October 2, 2008. Offi ce Space Leases Nonprofi t organizations face many challenges when leasing offi ce space, such as budgeting for operating costs to accommodate funding constraints and continued on page three

INSIDE Elder Care Services Face Strains also: Volunteer Support Awards for Lawyers Alliance Clients Appeal New Board and Staff Members

www.lawyersalliance.org Lawyers Alliance Clients Score High in Nonprofi t Excellence

Lawyers Alliance for New York congratulates the use of a Board Member Report Card that resulted winners of the New York Times Second Annual in a 20 percent increase in board attendance. The Nonprofi t Excellence Awards. The Nonprofi t Coor- organization uses the power of baseball and soft- dinating Committee of New York and the New York ball teams to help inspire city youth to recognize Regional Association of Grant Makers joined the their potential and realize their dreams. Lawyers Times Company in June in presenting the awards Alliance staff and volunteer attorneys have assisted to four winners, including three Lawyers Alliance Harlem RBI on employment, real estate, intellec- clients, Community Health Action of Staten Island, tual property, and contract negotiation matters. Harlem RBI, and Ifetayo Cultural Arts. Ifetayo Cultural Arts won for Excellent Culturally Community Health Action of Staten Island won Based Management Strategies due to its strong for Overall Management Excellence because of its focus on results and online date-driven track- successful response to emerging communities by ing system, which allows parents, teachers, and initiating new programs, modifying its mission community members to track student progress. and actively seeking feedback from clients. The organization is dedicated to supporting the The organization improves the lives of those creative, educational and vocational development challenged by health disparities related of youth and families of the Flatbush community to poverty, discrimination, and lack of in Brooklyn. Lawyers Alliance staff and volunteer access. Lawyers Alliance is assisting the attorneys have assisted Ifetayo Cultural Arts on organization with amending its certifi cate commercial leases, , by-laws, of incorporation. and employment matters. Harlem RBI won for Excellent Lawyers Alliance also congratulates The Institute Communications and was praised for board for Family Health, winner for Excellent Use of governance and leadership, in particular its Technology and Focus on Mission.

Volunteer Support What distinguishes Lawyers Alliance? There are nications between clients and pro bono counsel, four essential elements to our service model: client direct pro bono counsel to relevant resources, outreach, client screening, volunteer support, and and/or work alongside our volunteers on complex volunteer recognition. We offer several resources matters such as housing transactions to enhance to help with the legal and practical issues that arise the negotiation and closing process. in advising nonprofi t and community development Probono.net: The “Community Development and organizations: Nonprofi t Law” section of Probono.net in New Co-counseling: For each matter placed with York contains a Library of downloadable model a volunteer, a Lawyers Alliance staff member documents and memoranda relevant to advising serves as co-counsel to answer questions and nonprofi ts, along with a list of Lawyers Alliance’s address other needs related to the pro bono proj- newest pro bono case opportunities. Membership is ect. Clients and volunteers: please call our offi ce free at www.probono.net/ny/nonprofi t. You can also at (212) 219-1800 ext. 221 if you are not sure of access the site through www.lawyersalliance.org. the name of the assigned staff attorney for your Publications and Continuing Legal Education (CLE): particular matter, and contact the staff attorney Getting Organized, The Volunteer Workforce, directly if she or he can be of help. and our other publications are useful for attorneys Forms and Other Useful Links: Members of our in-house legal team representing nonprofi ts. You may order copies Visit the “Lawyers” section of our website have specialized knowledge related to via our website. Stay tuned for details about our – www.lawyersalliance.org/lawyers.php – the law of nonprofi t and tax-exempt next annual CLE seminar on “Current Issues in for the CLE for pro bono credit form, volun- organizations, as well as the program- Advising Nonprofi t Organizations” scheduled for teer case closing questionnaire, and Internet matic and regulatory issues that our the winter of 2009. Volunteers also may be eligible links to other resources for attorneys. clients face. We can facilitate commu- for CLE credits for their legal work. 2 Lawyers Alliance Helping Nonprofi ts Lease, Sell, Buy, and Develop Board of Directors Edward F. Greene Real Estate (Chair) Citigroup Inc. continued from page one When a Nonprofi t is a Seller or Landlord Jill L. Rosenberg ensuring that the organization’s prospective The possibilities of generating unrelated business (Vice Chair) activities are permitted under the lease. income tax (UBIT) and real property taxes are of Orrick, Herrington & Sutcliffe LLP particular interest to nonprofi ts acting as land- Case Example: New offi ce space identifi ed by Nicholas A. Kronfeld University Community Social Services (UCSS) lords. State and local laws govern exemption from (Treasurer) lacked a kitchen that satisfi ed NYC Code regulations real property tax, and tax-exempt landlords need Davis Polk & Wardwell and needed extensive renovations before the UCSS to check applicable law to determine if leasing Samir A. Gandhi (Secretary) Sidley Austin LLP could relocate there. UCSS could not commence their property will result in all or a portion of that S. Ward Atterbury the renovations until UCSS and the landlord agreed property becoming taxable. White & Case LLP on the terms of the lease. Volunteer attorneys from Case Example: Jericho Project (Jericho) was Susan Berkwitt Skadden, Arps, Slate, Meagher & Flom LLP considering a prospective commercial lease in which a Winston & Strawn LLP reviewed and negotiated the lease agreement, ensur- Ezra Borut non-tax-exempt tenant would lease part of the ground Debevoise & Plimpton LLP ing that it allowed UCSS to continue to operate its fl oor and storage space. Jericho planned to continue to Blair M. Duncan soup kitchen and social services and to develop a job use substantially all of the building for its exempt pur- Upper Manhattan readiness program. poses. Lawyers Alliance staff and volunteer attorneys Empowerment Zone Development Corporation from DLA Piper advised Jericho about federal and Louis S. Ederer state relating to its leasing activity and deter- Arnold & Porter LLP mined that the lease would not result in UBIT. DLA Elizabeth H. Evans Piper also advised Jericho of the commercial lease’s Weil, Gotshal & Manges LLP impact on its New York State real estate tax exemption David J. Gilberg and negotiated the lease on Jericho’s behalf. Sullivan & Cromwell LLP Thomas H. Kennedy Securing appropriate real estate for your orga- Skadden, Arps, Slate, nization to achieve its goals is important, but Meagher & Flom LLP usually requires legal help. For more information, Bonda Lee-Cunningham Federation of Protestant please contact Senior Staff Attorney Hedwig Welfare Agencies O’Hara at [email protected] or (212) William F. Lloyd 219-1800 ext. 226. Deloitte & Touche USA LLP Clare O’Brien Shearman & Sterling LLP Gregory K. Palm The Goldman Sachs Group, Inc. Ira I. Roxland Sonnenschein Nath & Rosenthal LLP Stuart M. Saft LOUIS S. EDERER AND STUART M. SAFT JOIN LAW YERS ALLIANCE BOARD Dewey & LeBoeuf LLP Patricia A. Sampson Lawyers Alliance for New York has two new The Bank of New York Board members. Louis S. Ederer is a partner in Mellon Arnold & Porter’s intellectual property group, where he specializes in brand protection and enforcement, including anti-counterfeiting matters. Stuart M. Saft is a partner in Dewey & LeBoeuf’s real estate practice, where he specializes in privatizing subsidized housing projects and the development and operation of multi-use property. Louis S. Ederer Stuart M. Saft

3 Lawyers Alliance Staff In Brief Anoush Bagdoyan Marketing Coordinator Lawyers Alliance Thanks the Sponsors of the 2008 Gail Bayarin Theater Benefi t Staff Attorney Jolynda Burton Hundreds of clients, volunteers, and other friends and supporters gathered Pro Bono Manager in June to see A Catered Affair and help us celebrate the presentation of the Erika Byrnes Lawyers Alliance Award for Pro Bono Leadership. Our supporters’ generosity Director of Development will help us serve hundreds of nonprofi t organizations in the coming year. Nancy Cruz Senior Administrative BENEFACTOR CONTRIBUTORS Assistant Pfi zer Inc Deloitte LLP Sean Delany PATRONS Elizabeth Evans and Steven Katz and Executive Director Family The Bank of New York Mellon Sidley Austin LLP Elizabeth M. Guggenheimer Bingham McCutchen LLP Sutherland Deputy Executive Director Cahill Gordon & Reindel LLP Vinson & Elkins L.L.P. Lindsey Jones Paul, Weiss, Rifkind, Wharton Weil, Gotshal & Manges LLP Staff Attorney & Garrison LLP Nicole Levitz Seyfarth Shaw LLP Program Associate for Client Sullivan & Cromwell LLP Relations DONORS Linda S. Manley Arent Fox LLP Robert S. Whitman of Seyfarth Legal Director Blank Rome LLP Shaw LLP with Executive Colgate-Palmolive Company Judith Moldover Director Sean Delany. Senior Staff Attorney and Debevoise & Plimpton LLP DLA Piper Fellow Goldman, Sachs & Co. Mr. Whitman received the 2008 Lawyers Alliance Pro Hedwig O’Hara Linklaters LLP Senior Staff Attorney O’Melveny & Myers LLP Bono Leadership Award for exemplary pro bono service Elizabeth Perez Wachtell, Lipton, Rosen & Katz Staff Attorney by a law fi rm partner. Aaron Perlson Information Systems Manager Hunter Polese Administrative Assistant New Staff Neil Stevenson Erika Byrnes rejoins Lawyers Alliance as Director of Development Senior Staff Attorney and is responsible for Lawyers Alliance’s relationships with a diversity Angela Thompson Development Associate of funders. Prior to joining Lawyers Alliance, Ms. Byrnes held senior Prabhath Udugampola fundraising and communications positions with Washburn Partners, Pro Bono Intern WHEDCO, and New York University. Elizabeth Mandell Cleary Extern, Staff Attorney As Program Associate for Client Relations, Nicole Levitz coordinates Vivian Tang client intake and screening and is the primary day-to-day liaison between Dewey & LeBoeuf Extern, Lawyers Alliance and nonprofi t organizations. Previously, Ms. Levitz was Staff Attorney a program assistant at the Center for Reproductive Rights. Bethany Haynes Skadden Extern, Staff Senior Staff Attorney Judith Moldover spearheads Lawyers Alliance’s Attorney nonprofi t accountability initiative and is the DLA Piper Fellow respon- Michelle Herman Weil Extern, Staff Attorney sible for Lawyers Alliance’s Head Start work. Prior to joining Lawyers Alliance, Ms. Moldover was an employment attorney at Ford & Harrison LLP and at American Express Company. Angela Thompson is Lawyers Alliance’s new Development Associate. Previously, she worked for several years in media sales and then obtained a graduate degree in nonprofi t management before venturing into the development fi eld.

4 Elder Care Services in New York City Face Strains

Elder services providers in New York City are and meals on wheels request for funding propos- facing several challenges. First, New York City’s als (RFP) to provide a forum for a free exchange Department for the Aging (DFTA) has embarked of ideas. During both roundtable discussions, on an ambitious modernization program to Lawyers Alliance staff members explained the restructure the delivery of three key services: legal implications of the RFP requirements. (i) case management; (ii) meals on wheels; and To help organizations respond to the RFPs, (iii) senior centers. Second, in response to a budget Lawyers Alliance developed a model memorandum shortfall, the New York City Housing Authority of understanding to be included with submissions. (NYCHA) is threatening to close community As contracts are awarded, Lawyers Alliance is centers including several senior centers. These assisting organizations in negotiating and docu- signifi cant shifts are coming at a time when 1 in 3 menting their collaborative agreements. elderly New Yorkers lives below the poverty line. Facilities Elder serving organizations need to be proactive in time of dramatic change. Traditional alliances With the possibility of NYCHA evicting senior and modes of service delivery may have to be centers from community space, facilities issues modifi ed to preserve programming. Lawyers loom over senior centers. These issues are com- Alliance is working to help minimize the con- plicated by the anticipated senior center RFP that siderable fallout on service providers by offering will call for creating Healthy Aging Centers with guidance and legal advice. a focus on comprehensive “wellness” programs (including health related, social and intellectual components), in addition to providing nutritious meals and traditional senior centers. This shift intends to capture a wider clientele and meet the anticipated needs of an aging population. A key to a successful bid for a new senior center contract will be demonstrating site control over a facility that can house the proposed program. Lawyers Alliance has the real estate expertise to Services Now for assist programs in resolving these challenges. Adult Persons (SNAP) improves Human Resources the quality of life This new vision points to changes to the scope of older adults in of services, size, location, and number of service eastern Queens. providers and the number of employees. As contracts are awarded, many programs fi nd their Collaborations scope of services and catchment areas widening DFTA’s modernization plan for both case and with that a need to hire new employees. The management and meals on wheels has meant a loss of a contract means the need to lay off work- substantial reduction in the number of contracts ers. In either scenario, elder serving organizations for both programs. As a result, several provid- need legal assistance on the related employment ers formed collaborations in which one agency law issues. applied for the contract with other community- Once the senior center RFP is issued, Lawyers based organizations participating as subcontrac- Alliance will host its third modernization tors. By collaborating, these organizations can roundtable. For an invitation to that event or for draw upon outside expertise, expand geographic more information on Lawyers Alliance’s Elder reach, and tap fi nancial and personnel resources Services work, please visit www.lawyersalliance. that are otherwise unavailable to them. org/elder_services.php or contact Staff Attorney Lawyers Alliance hosted roundtable discussions Elizabeth Perez at (212) 219-1800 ext. 232 or following the release of both the case management [email protected].

5 Law Firm Appeal Makes History Save the Date! CORNERSTONE Each year over the last twenty years, Lawyers Alliance has bested the immediate past AWARDS Lawrence Rosenberg Law Firm Appeal record. Law Firm Appeal Co-chairs and Monday, November 10, 2008 Marian Baldwin Fuerst from Chadbourne & Parke LLP have outdone themselves with 6:00 p.m. – 8:00 p.m. the 2007-08 appeal, topping $600,000 for the fi rst time in Lawyers Alliance history. Pfi zer Conference Center This success also would not have been possible without the generous supporters who 150 East 42nd Street responded with $631,700 in donations. New York, NY Lawyers Alliance thanks Mr. Rosenberg and Ms. Baldwin-Fuerst for their work in making history with this year’s appeal.

Alston & Bird LLP Freedman Fish & Grimaldi LLP Mayer, Brown, Rowe & Maw LLP Schulte Roth & Zabel LLP Arnold & Porter LLP Fried, Frank, Harris, Shriver & Menaker & Herrmann LLP Shearman & Sterling LLP Cadwalader, Wickersham & Taft LLP Jacobson LLP Milbank, Tweed, Hadley & McCloy Sidley Austin LLP Caplin & Drysdale Fulbright & Jaworski L.L.P. LLP Simpson Thacher & Bartlett LLP Chadbourne & Parke LLP Goldfarb & Fleece Mordente Law Firm Skadden, Arps, Slate, Meagher & Cleary Gottlieb Steen & Hamilton Goodwin Procter LLP Morgan, Lewis & Bockius LLP Flom LLP LLP Hogan & Hartson LLP Morrison & Foerster LLP Sonnenschein Nath & Rosenthal LLP Clifford Chance US LLP Holland & Knight LLP Nixon Peabody LLP Stroock & Stroock & Lavan LLP Condon & Forsyth LLP Hughes Hubbard & Reed LLP Orrick, Herrington & Sutcliffe LLP Sullivan & Cromwell LLP Covington & Burling Kaye Scholer LLP Osler, Hoskin & Harcourt LLP Thacher Proffi tt & Wood LLP Cravath, Swaine & Moore LLP King & Spalding, LLP Patterson, Belknap, Webb & Tyler Thelen Reid Brown Raysman & Davis Polk & Wardwell Kirkland & Ellis LLP LLP Steiner LLP Debevoise & Plimpton LLP Kobre & Kim LLP Paul, Hastings, Janofsky & Walker Vinson & Elkins L.L.P. Dewey & LeBoeuf LLP Kramer Levin Naftalis & Frankel LLP Wachtell, Lipton, Rosen & Katz LLP LLP Perlman & Perlman Weil, Gotshal & Manges LLP Duane, Morris & Heckscher Linklaters LLP Pillsbury Winthrop Shaw Pittman White & Case LLP Epstein, Becker & Green, P.C. Loeb & Loeb LLP LLP Winston & Strawn LLP

The Feinberg Group, LLP Law Offi ces of Pamela A. Mann LLC Proskauer Rose LLP WolfBlock LLP

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